SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT 2
(Mark One)
[X] Annual Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange
Act of 1934 For the fiscal year ended July 30, 1994.
OR
[ ] Transition Report Pursuant To Section 13 or 15(d) Of The Securities
Exchange Act of 1934 For the transition period from _______ to _______
Commission file number 1-7636
DATAPOINT CORPORATION
(Exact name of registrant as specified in charter)
Delaware 74-16015174
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5-7 Rue Montalivet 75008, Paris, France
8400 Datapoint Drive, San Antonio, Texas 78229-8500
(Address of principal executive offices and zip code)
(33-1) 40 07 37 37
(210) 593-7000
(Registrant's telephone number, including area code)
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
Datapoint Corporation
(Registrant)
By _/s/__Phillip P. Krumb_______
Phillip P. Krumb
Date: July 14, 1995 Chief Financial Officer
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Description of Exhibits Pages
(28) Annual Report on Form 11-K for the years ended December
31, 1994, 1993 and 1992 for the Datapoint Corporation Profit
Sharing/Employee Savings Plan.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
___________
FORM 11-K
___________
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For The Year Ended December 31, 1994
___________
THE DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
Datapoint Corporation
8400 Datapoint Drive
San Antonio, Texas 78229-8500
Item 1. Changes in the Plan.
These are voluntary pre-tax contributions to the Plan and are made by a
participant's election to reduce his compensation by an amount measured in whole
percentages ranging between 1 percent and 8 percent.
Article III
Membership and Service
3.01 Membership. - Effective January 1, 1994 and thereafter, an Employee shall
become a Member of this Plan on the first day of the month coincident with or
next following the date the Employee completes a Year of Service as defined in
Section 2.43 and attains age 21.
3.04 Membership after Normal Retirement Age - A Member who continues in the
employ of the Employer after Normal Retirement Age will continue to be eligible
to participate in the Plan.
4.02 Non-Matching Top Heavy Contributions - For any Top Heavy Plan Year where
the minimum benefit would be required under this plan, the contributions set
forth above, not in excess of 3% of Compensation, shall be allocated to the
Member's Account of all Non-Key Employees who are Members and who are employed
by the Employer on the last day of the Plan Year, including Non-Key Employees
who have:
(a) failed to complete a Year of Service; and
(b) declined to make contributions to the Plan
in the same proportion as is allocated to the Key Employee receiving the largest
percentage allocation. It should be noted that if the Plan is Top Heavy, any
contributions made by Key Employees must be included in determining the largest
percentage allocation made to a Key Employee.
The Non-Matching Contribution made by the Employer will be allocated pro-rata
to the maximum percentage available.
The Non-Matching Contribution made by the Employers under this Section shall
be paid to the Trustee within the time prescribed by law, including any
extensions of time for the filing of the Employers' Federal income tax return.
9.02 Return of Contributions - Earnings attributable to an excess contribution
made by mistake of fact or disallowance of deduction may not be returned to the
Employer, but losses attributable thereto must reduce the amount to be returned.
Item 2. Changes in Investment Policy.
None.
Item 3. Contributions Under the Plan.
During 1994, 1993 and 1992, Datapoint Corporation (the "Company") made no
discretionary contributions to the Datapoint Corporation Profit
Sharing/Employee Savings Plan (the "Plan").
Item 4. Participating Employees.
There were 257 employees who were participants in the Plan December 31, 1994.
Item 5. Administration of the Plan.
(a) The following is a list of the names, addresses and positions or offices
held with Datapoint Corporation of all persons who are members of the
Committee which administers the Plan:
Positions or Offices Held
Name and Address with Datapoint Corporation
Gerald N. Agranoff Vice President, General
8400 Datapoint Drive Counsel and Corporate
San Antonio, Texas 78229 Secretary
Angela Cooper Director, Human Resources
4318 Center Oak Woods and Administration
San Antonio, Texas 78249
(b) None of the above administrators received any compensation for services
from the Plan during the year ended December 31, 1994.
Item 6. Custodian of Investments.
(a) Fidelity Management Trust Company ("FMTC") acts as manager of all
securities, except Datapoint Common Stock, and investments of the Plan
transferred to it by Frost National Bank. Funds are invested in accounts
allowed by the Plan and as directed by the participants. FMTC, a subsidiary of
Fidelity Investments, a Massachusetts investment company (located at 82
Devonshire Street, Boston, Massachusetts 02109), offers various trust services
to corporate and personal trust account customers.
Frost National Bank, as Trustee, acts as a carrier between Datapoint and FMTC
for funds related to the Plan. Frost is custodian for the Datapoint Common
Stock. Frost is responsible for investing any daily cash balances not
transferred to FMTC. Frost National Bank, a Texas banking corporation
(located at 100 West Houston St., San Antonio, Texas 78296), offers various
trust services to corporate and personal trust account customers.
(b) For the year ending December 31, 1994 Frost National Bank received
compensation of approximately $3,112 from Datapoint Corporation on behalf of
the Plan.
(c) FMTC is required by Section 17(g) of the Investment Company Act of 1940 to
maintain a bond covering it against larceny and embezzlement by its officers
and employees. FMTC also maintains insurance coverage against losses resulting
from errors and omissions by its employees, officers and trustees and for losses
resulting from electronic and computer crime. Coverage under these policies is
more than adequate to cover any potential losses incurred by the Plan. Frost
National Bank is also covered by an error and omission bond and collateral asset
program which is more than adequate to cover any potential losses incurred by
the Plan.
Item 7. Reports to Participating Employees.
At the end of each calendar quarter, each participant receives an individual
participant statement disclosing the status of their account during the
preceding quarter (including the opening and closing totals, and a breakdown
of withdrawals, contributions, and other allocations to or from the account).
As the Plan is modified, each participant receives a copy of the updated
prospectus relating to the Plan. Each participant also receives the annual
report of the Plan which includes financial statements of the Plan. Employees
also receive quarterly and annual reports of the Company as they are applicable
to the Plan.
Item 8. Investment of Funds.
There were no commissions paid during the year ended December 31, 1994, 1993,
and 1992.
Item 9. Financial Statements and Exhibits.
(a) Financial Statements Page No.
Report of Independent Auditors F-1
Statements of Net Assets Available for Benefits -
Combined Funds
December 31, 1994 and 1993 F-2
Statements of Changes in Net Assets Available for Benefits -
Combined Funds
Years ended December 31, 1994, 1993, and 1992 F-3
Statements of Net Assets Available for Benefits at December
31, 1994 and 1993, and Statements of Net Assets Available
for Benefits ended December 31, 1994, 1993, and 1992 for the
following funds: F-4
Guaranteed Investment Group Fund
Guaranteed Investment Open End Fund
Cash Reserves Fund
Equity Income Fund
Magellan Fund
Datapoint Common Stock Fund
International Growth & Income Fund
Asset Manager Account
(b) Notes to Financial Statements F-23
(c) Schedules:
Schedules I, II and III have been omitted because the required information
is shown in the financial statements.
DATAPOINT CORPORATION
PROFIT SHARING/EMPLOYEE SAVINGS PLAN
FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1994, 1993 AND 1992
WITH
REPORT OF INDEPENDENT AUDITORS
CONTENTS
Report of Independent Auditors
Financial Statements
Statements of Net Assets Available for Benefits -
Combined Funds
December 31, 1994 and 1993
Statements of Changes in Net Assets Available for Benefits -
Combined Funds
Years Ended December 31, 1994, 1993 and 1992
Statement of Net Assets Available for Benefits -
Guaranteed Investment Group Fund
December 31, 1994 and 1993
Statement of Changes in Net Assets Available for Benefits -
Guaranteed Investment Group Fund
Years Ended December 31, 1994, 1993 and 1992
Statement of Net Assets Available for Benefits -
Guaranteed Investment Open End Fund
December 31, 1994 and 1993
Statement of Changes in Net Assets Available for Benefits -
Guaranteed Investment Open End Fund
Years Ended December 31, 1994, 1993 and 1992
Statement of Net Assets Available for Benefits -
Cash Reserves Fund
December 31, 1994 and 1993
Statement of Changes in Net Assets Available for Benefits -
Cash Reserves Fund
Years Ended December 31, 1994, 1993 and 1992
CONTENTS
Financial Statements (continued)
Statement of Net Assets Available for Benefits -
Equity Income Fund
December 31, 1994 and 1993
Statement of Changes in Net Assets Available for Benefits -
Equity Income Fund
Years Ended December 31, 1994, 1993 and 1992
Statement of Net Assets Available for Benefits -
Magellan Fund
December 31, 1994 and 1993
Statement of Changes in Net Assets for Benefits -
Magellan Fund
Years Ended December 31, 1994, 1993 and 1992
Statement of Net Assets Available for Benefits -
Datapoint Common Stock Fund
December 31, 1994 and 1993
Statement of Changes in Net Assets Available for Benefits -
Datapoint Common Stock Fund
Years Ended December 31, 1994, 1993 and 1992
Statement of Net Assets Available for Benefits -
International Growth and Income Fund
December 31, 1994
Statement of Changes in Net Assets Available for Benefits -
International Growth and Income Fund
Year Ended December 31, 1994
Statement of Net Assets Available for Benefits -
Asset Manager Account
December 31, 1994
Statement of Changes in Net Assets Available for Benefits -
Asset Manager Account
Year Ended December 31, 1994
Notes to Financial Statements
Supplemental Schedules
Schedule of Reportable Transactions
Schedule of Assets Held for Investment
A schedule of party-in-interest transactions has not been presented because
there were no transactions which are prohibited by ERISA Section 406 and for
which there is no statutory or administrative exemption.
Report of Independent Auditors
Trust Committee
Datapoint Corporation
Profit Sharing/Employee Savings Plan
We have audited the accompanying statements of net assets available for benefits
of the Datapoint Corporation Profit Sharing/Employee Savings Plan (Combined
Funds, Guaranteed Investment Group Fund, Guaranteed Investment Open End Fund,
Cash Reserve Fund, Equity-Income Fund, Magellan Fund, Datapoint Common Stock
Fund, International Growth and Income Fund and Asset Manager Account) at
December 31, 1994 and 1993, and the related statements of changes in net assets
available for benefits for each of the three years in the period ended December
31, 1994. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Datapoint
Corporation Profit Sharing/Employee Savings Plan (Combined Funds, Guaranteed
Investment Group Fund, Guaranteed Investment Open End Fund, Cash Reserve Fund,
Equity-Income Fund, Magellan Fund, Datapoint Common Stock Fund, International
Growth and Income Fund and Asset Manager Account) at December 31, 1994 and 1993,
and the changes in its net assets available for benefits for each of the three
years in the period ended December 31, 1994, in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment as of December 31, 1994 and reportable
transactions for the year then ended are presented for purposes of complying
with the Department of Labor Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974 and are not a required
part of the basic financial statements. The supplemental schedules have been
subjected to the auditing procedures applied in our audits of basic financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
By_/s/__Ernst & Young____
Ernst & Young
June 28, 1995
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
COMBINED FUNDS
December 31, 1994 and 1993
1994 1993
Assets:
Cash 16,902 -
Short-term investment 1,209 5,635
Investments at fair value:
(Cost: $4,248,210 in 1994 and
$3,625,831 in 1993) 4,459,234 4,034,934
Contributions receivable:
Datapoint Corporation 2,290 541
Participants 1,069 0
Dividends receivable 0 86,756
Interest receivable 69 9,852
4,480,773 4,137,718
Liabilities:
Forfeitures in suspense 28,989 28,290
Net Assets Available For Benefits 4,451,784 4,109,428
See accompanying notes
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
COMBINED FUNDS
For the Years Ended December 31, 1994, 1993, and 1992
1994 1993 1992
Investment income:
Dividend income $110,516 $146,570 $167,173
Interest income 90,304 96,447 107,543
Net appreciation (depreciation)
in fair value of investments (179,662) 269,155 10,869
Contributions:
Datapoint Corporation 98,123 101,216 108,946
Participants 525,103 405,900 435,134
644,384 1,019,288 829,665
Withdrawals and distributions (301,060) (512,109) (379,223)
Forfeitures (968) (1,286) (992)
(302,028) (513,395) (380,215)
Net increase 342,356 505,893 449,450
Net assets available for benefits
Beginning of year 4,109,428 3,603,535 3,154,085
End of year $4,451,784 $4,109,428 $3,603,535
See accompanying notes
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
GUARANTEED INVESTMENT GROUP FUND
December 31, 1994 and 1993
1994 1993
Assets:
Short-term investment $0 $99
Contributions receivable:
Datapoint Corporation 0 305
0 404
Liabilities:
Forfeitures in suspense 0 250
Net Assets Available For Benefits $0 $154
See accompanying notes
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
GUARANTEED INVESTMENT GROUP FUND
For the Years Ended December 31, 1994, 1993, and 1992
1994 1993 1992
Investment income:
Interest income $0 $192 $15,212
Net(depreciation) in fair value
of investments 0 0 (42)
Transfers (99) (3,511) (162,743)
Withdrawals and distributions (55) (29) (12,264)
(55) (29) (12,264)
Net (decrease) (154) (3,348) (159,837)
Net assets available for benefits
Beginning of year 154 3,502 163,339
End of year $0 $154 $3,502
See accompanying notes
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
GUARANTEED INVESTMENT OPEN END FUND
December 31, 1994 and 1993
1994 1993
Assets:
Cash $4,119 $0
Short-term investment 0 209
Investments at fair value:
1,277,889 shares in 1994 and
1,060,587 shares in 1993 1,277,889 1,060,587
Contributions receivable:
Datapoint Corporation 954 50
Transfers outstanding 0 2,479
Interest receivable 31 5,093
1,282,993 1,068,418
Liabilities:
Forfeitures in suspense 6,051 6,051
Net Assets Available For Benefits 1,276,942 1,062,367
See accompanying notes
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
GUARANTEED INVESTMENT OPEN END FUND
For the Years Ended December 31, 1994, 1993, and 1992
1994 1993 1992
Investment income:
Interest income $60,207 $67,598 $57,083
Contributions:
Datapoint Corporation 23,388 31,490 36,481
Participants 112,301 126,720 145,943
195,896 225,808 239,507
Transfers 52,988 (110,933) 144,724
Withdrawals and distributions (34,309) (182,175) (59,381)
Forfeitures 0 (56) (91)
(34,309) (182,231) (59,472)
Net increase(decrease) 214,575 (67,356) 324,759
Net assets available for benefits
Beginning of year 1,062,367 1,129,723 804,964
End of year $1,276,942 $1,062,367 $1,129,723
See accompanying notes
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
CASH RESERVES FUND
December 31, 1994 and 1993
1994 1993
Assets:
Cash $2,353 $0
Short-term investment 0 2,394
Investments at fair value:
771,782 shares in 1994 and
948,487 shares in 1993 771,782 948,487
Contributions receivable:
Datapoint Corporation 686 87
Interest receivable 29 4,593
774,850 955,561
Liabilities:
Transfers outstanding 0 40,585
Forfeitures in suspense 10,109 10,108
Net Assets Available For Benefits $764,741 $904,868
See accompanying notes
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
CASH RESERVES FUND
For the Years Ended December 31, 1994, 1993, and 1992
1994 1993 1992
Investment income:
Interest income $29,471 $28,325 $35,036
Net(depreciation)in fair value
of investments (5) 0 0
Contributions:
Datapoint Corporation 15,084 20,968 24,113
Participants 65,107 84,045 96,439
109,657 133,338 155,588
Transfers (122,399) (69,669) 63,586
Withdrawals and distributions (127,365) (97,735) (159,060)
Forfeitures (20) (280) (806)
(127,385) (98,015) (159,866)
Net increase(decrease) (140,127) (34,346) 59,308
Net assets available for benefits
Beginning of year 904,868 939,214 879,906
End of year $764,741 $904,868 $939,214
See accompanying notes
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
EQUITY INCOME FUND
December 31, 1994 and 1993
1994 1993
Assets:
Cash $1,940 $0
Short-term investment 0 351
Investments at fair value:
16,284 shares in 1994 and 12,263 shares in 1993
(Cost: $458,271 in 1994 and $326,548 in 1993) 499,906 414,985
Contributions receivable:
Datapoint Corporation 358 4
Dividends receivable 0 5,871
Interest receivable 9 16
Transfers outstanding 0 16,663
502,213 437,890
Liabilities:
Forfeitures in suspense 1,324 1,324
Net Assets Available For Benefits $500,889 $436,566
See accompanying notes
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
EQUITY INCOME FUND
For the Years Ended December 31, 1994, 1993, and 1992
1994 1993 1992
Investment income:
Dividend income $44,837 $14,853 $11,671
Interest income 259 41 47
Net appreciation(depreciation) in
fair value of investments (42,705) 56,056 29,533
Contributions:
Datapoint Corporation 11,079 12,574 11,418
Participants 60,209 50,272 45,662
73,679 133,796 98,331
Transfers 4,044 33,085 (27,190)
Withdrawals and distributions (13,400) (37,194) (28,736)
Forfeitures 0 (349) (6)
(13,400) (37,543) (28,742)
Net increase(decrease) 64,323 129,338 42,399
Net assets available for benefits
Beginning of year 436,566 307,228 264,829
End of year $500,889 $436,566 $307,228
See accompanying notes
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
MAGELLAN FUND
December 31, 1994 and 1993
1994 1993
Assets:
Cash $6,601 $0
Short-term investment 0 645
Investments at fair value:
22,136 shares in 1994 and 19,855 shares in 1993
(Cost: $1,382,664 in 1994 and $1,212,409 in 1993) 1,478,661 1,406,754
Contributions receivable:
Datapoint Corporation 95 95
Participants 1,069 0
Dividends receivable 0 80,885
Interest receivable 0 138
Transfers outstanding 0 25,459
1,486,426 1,513,976
Liabilities:
Forfeitures in suspense 10,842 9,893
Net Assets Available For Benefits $1,475,584 $1,504,083
See accompanying notes
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
MAGELLAN FUND
For the Years Ended December 31, 1994, 1993, and 1992
1994 1993 1992
Investment income:
Dividend income $60,065 $131,717 $155,502
Interest income 89 191 89
Net appreciation(depreciation) in
fair value of investments (90,899) 144,963 (80,077)
Contributions:
Datapoint Corporation 34,949 34,690 35,295
Participants 206,647 138,887 141,166
210,851 450,448 251,975
Transfers (111,641) 168,465 (17,712)
Withdrawals and distributions (126,761) (189,397) (116,916)
Forfeitures (948) (371) (6)
(127,709) (189,768) (116,922)
Net increase(decrease) (28,499) 429,145 117,341
Net assets available for benefits
Beginning of year 1,504,083 1,074,938 957,597
End of year $1,475,584 $1,504,083 $1,074,938
See accompanying notes
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DATAPOINT COMMON STOCK FUND
December 31, 1994 and 1993
1994 1993
Assets:
Cash $161 $0
Short-term investment 0 1,937
Investments at fair value:
21,913 shares in 1994 and 34,744 shares in 1993
(Cost: $49,994 in 1994 and $77,800 in 1993) 38,348 204,121
Contributions receivable:
Datapoint Corporation 93 0
Interest receivable 0 12
38,602 206,070
Liabilities:
Transfers outstanding 0 4,016
Forfeitures in suspense 663 664
Net Assets Available For Benefits $37,939 $201,390
See accompanying notes
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
DATAPOINT COMMON STOCK FUND
For the Years Ended December 31, 1994, 1993, and 1992
1994 1993 1992
Investment income:
Interest income $91 $100 $76
Net appreciation(depreciation) in
fair value of investments (30,096) 68,136 61,455
Contributions:
Datapoint Corporation 940 1,494 1,639
Participants 5,344 5,976 5,924
(23,721) 75,706 69,094
Transfers (154,807) (17,437) (665)
Withdrawals and distributions 15,077 (5,579) (2,866)
Forfeitures 0 (230) (83)
15,077 (5,809) (2,949)
Net increase(decrease) (163,451) 52,460 65,480
Net assets available for benefits
Beginning of year 201,390 148,930 83,450
End of year $37,939 $201,390 $148,930
See accompanying notes
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
INTERNATIONAL GROWTH & INCOME FUND
December 31, 1994
1994
Assets:
Short-term investment 1,209
Investments at fair value:
11,582 shares in 1994
(Cost: $197,914 in 1994) 191,455
Contributions receivable:
Datapoint Corporation 88
192,752
Liabilities: 0
Net Assets Available For Benefits $192,752
See accompanying notes
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
INTERNATIONAL GROWTH & INCOME FUND
For the Year Ended December 31, 1994
1994
Investment income:
Interest income $20
Net (depreciation)in fair value of investments (6,458)
Contributions:
Datapoint Corporation 5,708
Participants 35,071
34,341
Transfers 142,086
Withdrawals and distributions 16,325
Net increase 192,752
Net assets available for benefits
Beginning of year 0
End of year $192,752
See accompanying notes.
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
ASSET MANAGER ACCOUNT
December 31, 1994
1994
Assets:
Cash $1,728
Investments at fair value:
14,548 shares in 1994
(Cost: $209,696 in 1994) 201,193
Contributions receivable:
Datapoint Corporation 16
202,937
Liabilities: 0
Net Assets Available For Benefits $202,937
See accompanying notes
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
ASSET MANAGER ACCOUNT
For the Year Ended December 31, 1994
1994
Investment income:
Interest income $167
Dividend income 5,614
Net (depreciation) in
fair value of investments (9,499)
Contributions:
Datapoint Corporation 6,975
Participants 40,424
43,681
Transfers 189,828
Withdrawals and distributions (30,572)
Net increase(decrease) 202,937
Net assets available for benefits
Beginning of year 0
End of year $202,937
See accompanying notes.
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1994, 1993, 1992
DESCRIPTION OF THE PLAN
The Datapoint Corporation Profit Sharing/Employee Savings Plan (the "Plan")
was adopted effective January 1, 1988 to provide retirement and other benefits
for employees of Datapoint Corporation (the "Company") and certain of its
subsidiaries. The Plan contains a cash or deferred arrangement pursuant to
Section 401(k) of the Internal Revenue Code of 1986 (the "Code").
ERISA - The Plan is generally subject to the provisions of Titles I
(Protection of Employee Benefit Rights), II (Amendments to the Internal Revenue
Code Relating to Retirement Plans) and III (Jurisdiction, Administration,
Enforcement) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"). However, the Plan, as a defined contribution plan, is not subject to
Part 3 of Title I of ERISA (Funding) nor the Title IV of ERISA (Plan Termination
Insurance).
Plan administration - The Plan is administered by a Plan Administrator, which is
currently the Company.
Participation - All United States employees of the Company are eligible to
participate in the Plan provided that the employee has been employed for at
least 12 months by the Company, and has attained 21 years of age.
Contributions - The Plan is funded by the following contributions:
1. Basic Contributions - These are voluntary pre-tax contributions to the Plan
and are made by a participant's election to reduce his compensation by an
amount measured in whole percentages ranging between 1 percent and 8 percent
(5 percent in 1993 and 1992.) "Compensation" means the salary, wages and
commissions paid by the Company to an employee while he is a participant in
the Plan, including the Basic Contributions, but excluding all other Employer
contributions to the benefit plans and all other forms of compensation.
The Plan places a fixed dollar limit per year on each employee's Basic
Contribution. The 1994 dollar limit was $9,240 as established by Treasury
Regulations and will be adjusted for inflation pursuant to Treasury
Regulations.
Basic Contributions are subject to certain tests established by the Internal
Revenue Service (the "IRS") which are intended to prevent discrimination
against lower paid employees, commonly referred to as the actual deferral
percentage ("ADP") test. The ADP test imposes ceilings on the amounts that
can be contributed as Basic Contributions by certain "Highly Compensated
Employees", as specified by the Code.
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1994, 1993, 1992
DESCRIPTION OF THE PLAN (continued)
Contributions (continued)
2. Additional Basic Contributions - For any given Plan year in which the Plan
fails to meet the ADP test, the Company may elect to make Additional Basic
Contributions to the account of each Non-Highly Compensated Employee in
amounts necessary to cause the Plan, after such contributions are made, to
meet the test. The Additional Basic Contribution made to each Non-Highly
Compensated Employee is to be a uniform percentage of such participant's
annual compensation. During 1994, 1993, and 1992, there were no Additional
Basic Contributions.
3. Discretionary Contributions - At the discretion of the Board of Directors
(the "Board") of the Company, the Company may contribute to the Plan, as of
the Plan Year, an amount in addition to the Matching Contribution (see
below). This contribution will be allocated to each eligible employee based
on the percentage each eligible employee's Plan compensation is to the total
covered Plan Compensation. The Company anticipates that its Discretionary
Contribution will be made annually contingent upon the Company meeting
financial goals established annually by the Board. During the years ended
December 31, 1994, 1993, and 1992, the Company made no discretionary
contributions to the Plan.
4. Matching Contributions - During the years ended December 31, 1994, 1993, and
1992, the Company contributed $.25 for each $1.00 of Basic Contribution
(limited to the first 5 percent) contributed per participant. The Matching
Contribution is made on the same frequency as the Basic Contribution and
deposited to the Plan at the same time as the Basic Contribution. The
Matching Contribution is at the discretion of the Board and will be decided
on an annual basis.
5. Rollover Contributions - A Participant, with the approval of the Plan
Administrator, may roll over to the Plan amounts distributed directly from a
qualified plan maintained, or formerly maintained, by a current or former
employer. Any amount so transferred will become subject to all the terms of
the Plan and will be deposited in a Rollover Account. The aggregate of all
contributions made to the Plan (other than Rollover Contributions) may not
exceed the lesser of $30,000 or 25 percent of any participant's compensation
for any one year.
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1994, 1993, 1992
DESCRIPTION OF THE PLAN (continued)
Transfers - The Plan allows participants to transfer their account balances from
one fund to another once each quarter.
Withdrawals - Under Section 401(k) of the Code, participants' contributions may
be withdrawn upon attainment of age 59 1/2 or to satisfy a financial hardship as
defined by the IRS regulations. Distributions under the Plan generally must
commence no later than April 1 of the calendar year following the calendar year
in which the participant attains age 70 1/2 or retires, whichever is later.
If a participant demonstrates to the Plan Administrator that they have a
financial hardship as defined by the IRS regulations, they may request a
withdrawal from their Rollover and/or Basic Contribution account an amount
sufficient to meet the financial need. Such withdrawal is restricted to their
Rollover Contribution (including earnings) and their Basic Contribution
(excluding earnings).
Forfeitures - Unvested amounts in terminating participants' accounts will be
forfeited and used to (1) reinstate previously forfeited account balances of
former participants that have returned to the Company and (2) reduce the
Company's obligation to contribute to the Plan. The forfeitures will be taken
from the participants' accounts at the time final distributions are made to the
employee(s) and may be utilized by the Company at the next quarterly valuation
date.
Distributions - A participant who ceases to be an employee is entitled to
receive their vested interest in the Plan, which is their total vested
participant account balance as of the quarterly valuation date coinciding with
or immediate following their termination of employment. If a Discretionary
Contribution is made at the end of the year in which the participant's
employment terminates, a participant whose employment terminates as a result
of retirement, disability or death will receive an additional distribution
equal to their pro rata share of the Discretionary Contribution.
Vesting - Participants are vested in the Plan at the rate of 25 percent per
year. A participant is 100 percent vested in any contributions that they make
to the Plan and earnings on those contributions.
Termination - While the Company has not expressed any intent to discontinue the
Plan, the Board may terminate it upon notice to and approval by the appropriate
governmental agencies having jurisdiction of such termination under ERISA.
All of the participants' benefits under the Plan, accrued as of the termination
date, will become vested.
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1994, 1993, 1992
DESCRIPTION OF THE PLAN (continued)
Federal Income Tax Consequences - The contributions to the Plan will have the
following tax consequences:
1. Basic Contributions reduce the participant's taxable income by the amount
of such contributions. The participant is not taxed when such contributions
are made and neither the contributions nor earnings thereon are taxed while
such amounts remain in the Plan. Basic Contributions are generally subject
to withholding of social security taxes on such amounts.
2. Additional Basic Contributions are not taxable to the participant when such
contributions are made and neither the contributions nor the earnings thereon
are taxed while such amounts remain in the Plan.
3. Participants are not taxed on matching contributions when such contributions
are made and neither the contributions nor earnings thereon are taxed while
such amounts remain in the Plan.
4. The earnings on Rollover Contributions are not taxed while such amounts
remain in the Plan.
The distributions of participant accounts will have the following federal
income tax consequences:
1. Basic Contributions, Matching Contributions, Additional Basic Contributions
and Discretionary Contributions and earnings accrued thereon (other than
unrealized appreciation in stock value) are taxed at ordinary income rates
(subject to lump sum distribution rules) upon withdrawal.
2. Distributions of "excess contributions" under the ADP rules (and any income
relating thereto) are taxable to participants at ordinary income rates as of
the calendar year in which the employee would have received the contribution
as cash (but for the deferral elections). Distributions of excess Matching
Distributions (and any income relating thereto) are taxable at ordinary
rates as of the calendar year on behalf of which the contributions were made.
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1994, 1993, 1992
DESCRIPTION OF THE PLAN (continued)
Federal Income Tax Consequences (continued)
3. Amounts received as the result of a hardship withdrawal are taxable at
ordinary income rates in the year of receipt and will be subject to a 10
percent penalty if the participant is under age 59 1/2.
4. Distributions attributable to Basic Contributions, Matching Contributions
and the earnings thereon, which are paid in a lump sum to the recipient in
one taxable year and which constitute the balance to the credit of such
participant, may be eligible for five-year (and in limited circumstances,
ten-year) averaging under Section 402(d) of the Code.
5. Any taxable distribution will be subject to an additional 10 percent penalty
if it was not made as a result of death, disability, separation of service
after age 55, or an in-service distribution after age 59 1/2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Investments - Investments are valued at market value for those investments
having readily available market quotations and fair value for other investments
as of December 31, 1994 and 1993. Cost of investments sold is determined based
on the average cost method.
Contributions - Contributions are recorded in the month payroll deductions are
made for plan participants.
Expenses - The Company pays all fees and expenses incurred for administration of
the Plan.
Federal Income Taxes - An IRS determination letter dated October 8, 1994, has
been received stating that the Plan qualifies under Section 401(a) and 401(k)
of the Code and the related trust is therefore exempt from federal income tax
under Section 501(a).
Fund Management - On January 1, 1988, the Company entered into an agreement with
Frost National Bank (the "Trustee") and established the "Datapoint Corporation
Profit Sharing/Employee Savings Plan Trust" (the "Trust") to carry out the
purposes of the Plan.
Reclassification - Certain prior year balances have been reclassified for
comparative purposes.
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1994, 1993, 1992
INVESTMENTS
On January 1, 1988, the Company entered into an agreement with the Trustee to
administer the Trust pursuant to the terms of the Plan. The Trustee maintains
the contributions in accordance with participants' instructions in one or more
of the investment options. The first six investment options are sponsored by
Fidelity Investments. The seven investment options are:
1. Guaranteed Investment Open End Fund This fund invests in the Guaranteed
Investment Open End Trust operated by Fidelity Investments exclusively for
the Plan. The Guaranteed Investment Open End Fund invests in guaranteed
investment contracts with blended interest rates issued by insurance
companies, in order to provide a guaranteed principal and secure interest
rates.
2. Cash Reserves Fund This fund invests exclusively in Fidelity Investments
Cash Reserves Mutual Fund which is a money market fund that seeks to maintain
the principal's value at a stable level. This fund invests in high-quality
U.S. dollar denominated money market instruments of domestic and foreign
issuers. The dividend yield fluctuates daily in response to changes in
short-term interest rates.
3. Equity-Income Fund This fund invests exclusively in Fidelity Investments
Equity-Income Mutual Fund which is a growth and income fund. It seeks a
reasonable income by investing primarily in income-producing equity
securities. The fund normally invests at least 80 percent of assets in
income-producing common or preferred stock, bonds and convertible securities.
4. Magellan Fund This fund invests exclusively in Fidelity Investments Magellan
Mutual Fund which is an aggressive growth fund and seeks appreciation by
investing primarily in common stocks and securities convertible into common
stocks.
5. International Growth and Income Fund This fund seeks capital growth and
current income consistent with reasonable investment risk by investing
principally in foreign securities.
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1994, 1993, 1992
INVESTMENTS (continued)
6. Asset Manager Account This fund allocates its assets among and across
domestic and foreign equities, bonds and short-term instruments. The fund's
assets are gradually shifted to take advantage of market conditions.
7. Datapoint Common Stock Fund This fund invests exclusively in the Company's
common stock. Purchases of common stock for this fund will be made by the
Trustee either on the open market or directly from the Company. The purchase
price of common stock purchased directly from the Company shall be equal to
the simple average of the high and low price of the common stock, as
published in the Wall Street Journal on the trading day the date the common
stock is purchased for this Fund. In addition, no fees or commissions will
be payable in connection with the stock purchase from the Company. Any fees,
commissions or other charges associated with the purchase or sale of the
common stock on the open market are paid by the Common Stock Fund.
There were 257 employees who were participants in the Plan at December 31, 1994.
The number of participants in each fund were:
Guaranteed Investment Open End Fund 109
Cash Reserves Fund 86
Equity-Income Fund 63
Magellan Fund 138
Datapoint Common Stock Fund 19
International Growth & Income Fund 36
Asset Manager Account 40
The total number of participants in the Plan was less than the sum of the number
of participants shown above because many were participating in more than one
fund.
Voting - Prior to the distribution of the shares of common stock to a
participant, the Trustee will exercise all voting rights of the Company's common
stock allocated to a participant's account.
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1994, 1993, 1992
BENEFITS PAYABLE
The following is a reconciliation of plan equity per the financial statements
to the Form 5500:
1994 1993
Plan equity per the financial statements 4,451,784 4,109,428
Amounts allocated to withdrawn participants (106,691) (64,637)
Plan equity per the Form 5500 4,345,093 4,044,791
SUPPLEMENTAL SCHEDULES
DATAPOINT CORPORATION PROFIT SHARING/EMPLOYEE SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
The following represents the series of reportable transactions for the year ended December 31, 1994:
Current
Identity of Purchase Expenses Value on
Party Description Units Price at Units Sales Incurred Cost of Date of Net Gain
Involved of Assets Purchased Acquisition Sold Price with Sale Asset Transaction or (Loss)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Fidelity GIC Open End 247,176 $247,176 - - - $247,176 $247,176 -
Investments Fund - - 29,874 $29,874 - $29,874 $29,874 -
Fidelity Cash Reserves 103,356 $103,356 - - - $103,356 $103,356 -
Investments Fund - - 280,061 $280,061 - $280,061 $280,061 -
Fidelity Magellan 4,912 $327,972 - - - $327,972 $327,972 -
Investments Fund - - 2,641 $182,587 - $173,436 $173,436 $9,151
Fidelity Equity Income 4,760 $152,423 - - - $152,423 $152,423 -
Investments Fund - - 746 $28,646 - $24,453 $24,453 $4,193
Fidelity International 13,100 $199,469 - - - $199,469 $199,469 -
Investments Growth Fund - - 1,555 $1,555 - $1,555 $1,555 -
Fidelity Asset Manager 16,703 $238,633 - - - $238,633 $238,633 -
Investments Fund - - 2,127 $31,528 - $32,453 $32,453 ($925)
</TABLE>
DATAPOINT CORPORATION PROFIT SHARING EMPLOYEE/SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT
Year Ended December 31, 1994
Description Market
of Assets Units Cost Value
GIC Open End
Fund 1,277,889 $1,277,889 $1,277,889
Cash Reserves
Fund 771,782 $771,782 $771,782
Equity-Income
Fund 16,284 $458,271 $499,906
Magellan
Fund 22,136 $1,382,664 $1,478,661
Datapoint Common
Stock Fund 21,913 $49,994 $38,348
International Growth &
Income Fund 11,582 $197,914 $191,455
Asset Manager Account 14,548 $209,696 $201,193
